Common use of Disposition of Holder’s Rights Clause in Contracts

Disposition of Holder’s Rights. (i) In no event will the Holder make a disposition of any of its rights to acquire Shares under this Warrant and/or of any of the Shares issuable upon exercise of any such rights unless and until (A) it shall have notified the Company of the proposed disposition, (B) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (1) appropriate action necessary for compliance with the 1933 Act has been taken, or (2) an exemption from the registration requirements of the 1933 Act is available, and (C) if the disposition involves the sale of such rights or such Shares issuable upon exercise of such rights, it shall have offered to the Company, pursuant to Section 7(f) hereunder, such rights to acquire Shares or Shares issuable and upon exercise of such rights, as the case may be. (ii) The restrictions imposed under this Section 7(e) shall terminate as to any of the Shares when (A) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (B) such security may be sold without registration in compliance with Rule 144 under the 1933 Act, or (C) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of Shares then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such Shares not bearing any restrictive legend.

Disposition of Holder’s Rights. (i) In no event will the Holder make a disposition of any of its rights to acquire Shares under this the Warrant and/or of any of or the Shares Common Stock issuable upon exercise of any such rights the Warrant unless and until (Ai) it shall have notified the Company of the proposed disposition, and (Bii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (1A) appropriate action necessary for compliance with the 1933 Act has been taken, or (2B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, and (C) if the disposition involves restrictions imposed upon the sale transferability of any of its rights to acquire Common Stock or Common Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such Shares issuable upon exercise of such rightsnominee to its beneficial owner, it shall have offered to the Company, pursuant to Section 7(f) hereunder, such rights to acquire Shares or Shares issuable and upon exercise of such rights, as the case may be. (ii) The restrictions imposed under this Section 7(e) shall terminate as to any particular share of the Shares Common Stock when (A1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (B2) such security may be shall have been sold without registration in compliance with Rule 144 under the 1933 Act, Act or (C3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of Shares a share of Common Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such Shares shares of Common Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. (i) In no event will the Holder make a disposition of any of its rights to acquire Shares under this the Warrant and/or of any of or the Shares Common Stock issuable upon exercise of any such rights the Warrant unless and until (Ai) it shall have notified the Company of the proposed disposition, and (Bii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (1A) appropriate action necessary for compliance with the 1933 Act has been taken, or (2B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, and (C) if the disposition involves restrictions imposed upon the sale transferability of any of its rights to acquire Common Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such Shares issuable upon exercise of such rightsnominee to its beneficial owner, it shall have offered to the Company, pursuant to Section 7(f) hereunder, such rights to acquire Shares or Shares issuable and upon exercise of such rights, as the case may be. (ii) The restrictions imposed under this Section 7(e) shall terminate as to any particular share of the Shares stock when (A1) such security shall have been effectively registered under the 1933 Act and sold by the holder Holder thereof in accordance with such registration or (B2) such security may be shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (C3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission SEC or a ruling shall have been issued to the Holder at its request by such Commission the SEC stating that no action shall be recommended by such staff or taken by such Commissionthe SEC, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of Shares a share of stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holderHolder, one or more new certificates for the Warrant or for such Shares shares of stock not bearing any restrictive legend.

Disposition of Holder’s Rights. (i) In no event will the Holder make a disposition of any of its rights to acquire Shares under this Warrant and/or of any of or the Warrant Shares issuable upon exercise of any such rights this Warrant unless and until (Aa) it the Holder shall have notified the Company of the proposed disposition, and (Bb) if requested by the Company, it the Holder shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (1i) appropriate action necessary for compliance with the 1933 Act has been taken, or (2ii) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, and (C) if the disposition involves restrictions imposed upon the sale transferability of any of its rights to acquire Common Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such Shares issuable upon exercise of such rightsnominee to its beneficial owner, it shall have offered to the Company, pursuant to Section 7(f) hereunder, such rights to acquire Shares or Shares issuable and upon exercise of such rights, as the case may be. (ii) The restrictions imposed under this Section 7(e) shall terminate as to any particular share of the Shares stock when (A1) such security shall have been effectively registered under the 1933 Act and sold by the holder Holder thereof in accordance with such registration or (B2) such security may be shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (C3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of Shares a share of stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holderHolder, one or more new certificates for the Warrant or for such Shares shares of stock not bearing any restrictive legend.

Disposition of Holder’s Rights. (i) In no event will the Holder make a disposition of any of its rights to acquire Shares under this the Warrant and/or of any of or the Shares Common Stock issuable upon exercise of any such rights the Warrant unless and until (Ai) it shall have notified the Company of the proposed disposition, and (Bii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (1A) appropriate action necessary for compliance with the 1933 Securities Act has been taken, or (2B) an exemption from the registration requirements of the 1933 Securities Act is available. Notwithstanding the foregoing, and (C) if the disposition involves restrictions imposed upon the sale transferability of any of its rights to acquire Common Stock or Common Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such Shares issuable upon exercise of such rightsnominee to its beneficial owner, it shall have offered to the Company, pursuant to Section 7(f) hereunder, such rights to acquire Shares or Shares issuable and upon exercise of such rights, as the case may be. (ii) The restrictions imposed under this Section 7(e) shall terminate as to any particular share of the Shares Common Stock when (A1) such security shall have been effectively registered under the 1933 Securities Act and sold by the holder thereof in accordance with such registration or (B2) such security may be shall have been sold without registration in compliance with Rule 144 under the 1933 Securities Act, or (C3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Securities Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of Shares a share of Common Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such Shares shares of Common Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. (i) In no event will the Holder make a disposition of any of its rights to acquire Warrant Shares under this Warrant and/or (including any shares of any of the Shares Common Stock issuable upon exercise of any such rights conversion thereof) unless and until (Ai) it shall have notified the Company of the proposed disposition, and (Bii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (1A) appropriate action necessary for compliance with the 1933 Securities Act has been taken, or (2B) an exemption from the registration requirements of the 1933 Securities Act is available, and (C) if . The restrictions imposed upon the disposition involves the sale transferability of such rights or such Shares issuable upon exercise any of such rights, it shall have offered to the Company, pursuant to Section 7(f) hereunder, such its rights to acquire Warrant Shares or Shares (including any shares of Common Stock issuable and upon exercise of such rights, as the case may be. (ii) The restrictions imposed under this Section 7(econversion thereof) shall terminate as to any particular share of the Shares Preferred Stock or Common Stock, as applicable, when (A1) such security shall have been effectively registered under the 1933 Securities Act and sold by the holder thereof in accordance with such registration or (B2) such security may be shall have been sold without registration in compliance with Rule 144 under the 1933 Securities Act, or (C3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Securities Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of Shares a share of Preferred Stock or Common Stock, as applicable, then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such Shares shares of Preferred Stock or Common Stock, as applicable, not bearing any restrictive legend.

Disposition of Holder’s Rights. (i) In no event will the Holder make a disposition of any of its rights to acquire Shares under this the Warrant and/or of any of or the Shares Common Stock issuable upon exercise of any such rights the Warrant unless and until (Ai) it the Company shall have notified the Company approved of the proposed disposition, and (Bii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (1A) appropriate action necessary for compliance with the 1933 Act has been taken, or (2B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, and (C) if the disposition involves restrictions imposed upon the sale transferability of any of its rights to acquire Common Stock or the Common Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such Shares issuable upon exercise of such rightsnominee to its beneficial owner, it shall have offered to the Company, pursuant to Section 7(f) hereunder, such rights to acquire Shares or Shares issuable and upon exercise of such rights, as the case may be. (ii) The restrictions imposed under this Section 7(e) shall terminate as to any particular share of the Shares Common Stock when (A1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (B2) such security may be shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (C3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of Shares a share of Common Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such Shares shares of Common Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. (i) In no event will the Holder ------------------------------ make a disposition of any of its rights to acquire Shares under this Warrant and/or of any of the Shares Preferred Stock or Preferred Stock issuable upon exercise of any such rights or the Common Stock issuable upon conversion of the Preferred Stock unless and until (Ai) it shall have notified the Company of the proposed disposition, and (Bii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (1A) appropriate action necessary for compliance with the 1933 Act has been taken, or (2) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, and (C) if the disposition involves restrictions imposed upon the sale transferability of any of its rights to acquire Preferred Stock or Preferred Stock issuable on the exercise of such rights or such Shares the Common Stock issuable upon exercise conversion of the Preferred Stock do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such rightsnominee to its beneficial owner, it shall have offered to the Company, pursuant to Section 7(f) hereunder, such rights to acquire Shares or Shares issuable and upon exercise of such rights, as the case may be. (ii) The restrictions imposed under this Section 7(e) shall terminate as to any particular share of Preferred Stock or the Common Stock issuable upon conversion of the Shares Preferred Stock when (A1) such security shall have been effectively registered under the 1933 Act and sold by the holder Holder thereof in accordance with such registration or (B2) such security may be shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (C3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies specified that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of Shares a share of Preferred Stock or the Common Stock issuable upon conversion of the Preferred Stock then outstanding as to which such restrictions have terminated shall be entitled to receive received from the Company, without expense to such holder, one or more new certificates for the Warrant or for such Shares not shares of Preferred Stock or the Common Stock issuable upon conversion of the Preferred Stock no bearing any restrictive legend.

Disposition of Holder’s Rights. (i) In no event will This Warrant and all rights hereunder are non-transferable; provided, however, that the Holder make a disposition of any of its rights to acquire Shares under Holder, if an entity, may transfer this Warrant and/or of and the rights hereunder, in part or whole, to any subsidiary, parent, affiliate, general partner or limited partner of the Shares Holder. The Stock issuable upon exercise of any such rights unless and until (A) it shall have notified this Warrant is non-transferable, except in accordance with the Company terms of this provision. Notwithstanding the foregoing, the restrictions imposed upon the transferability of shares of the proposed disposition, (B) if requested Stock do not apply to transfers by the CompanyHolder, it shall have furnished the Company with if an opinion entity, in part or whole, to any subsidiary, parent, affiliate, general partner or limited partner of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (1) appropriate action necessary for compliance with the 1933 Act has been taken, or (2) an exemption from the registration requirements of the 1933 Act is available, and (C) if the disposition involves the sale of such rights or such Shares issuable upon exercise of such rights, it shall have offered to the Company, pursuant to Section 7(f) hereunder, such rights to acquire Shares or Shares issuable and upon exercise of such rights, as the case may be. (ii) The restrictions imposed under this Section 7(e) shall terminate as to any particular share of the Shares Stock when (A1) the transfer of such security shall have been effectively registered under the 1933 Act and sold transferred by the holder Holder thereof in accordance with such registration registration, or (B2) such security may be shall have been sold without registration in compliance with Rule 144 under the 1933 Act, Act or (C3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the Stock issuable upon exercise of this Warrant may be sold pursuant to Rule 144(b)(1)(i), the restrictions imposed hereunder herein shall terminate, as hereinabove provided, the Holder or holder of Shares then outstanding a share of Stock issued upon exercise of this Warrant as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such Shares shares of Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. (i) In no event will the Holder make a disposition of any of its rights to acquire Shares under this Warrant and/or the shares of any of the Shares Common Stock issuable upon exercise of any such rights unless and until this Warrant except (Ai) it shall have notified pursuant to a registration under the Company of the proposed dispositionSecurities Act, (Bii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (1) appropriate action necessary for in compliance with the 1933 Act has been takenRule 144 under, or in compliance with another exemption from the registration requirements of, the Securities Act or (2iii) an in connection with a Change of Control. In connection with any disposition of any shares in compliance with Rule 144 or any other exemption from the registration requirements of the 1933 Securities Act, the Holder shall furnish the Company with representation letters and an opinion of counsel, each reasonably satisfactory in form and substance to the Company and its counsel, to the effect that such exemption from the registration requirements of the Securities Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any the shares of Common Stock issuable upon the exercise of this Warrant do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and (C) if the disposition involves the sale of such rights or such Shares issuable upon exercise of such rights, it shall have offered to the Company, pursuant to Section 7(f) hereunder, such rights to acquire Shares or Shares issuable and upon exercise of such rights, as the case may be. (ii) The restrictions imposed under this Section 7(e) shall terminate as to any particular share of the Shares Common Stock when (A1) such security securities shall have been effectively registered under the 1933 Securities Act and sold by the holder thereof in accordance with such registration or (B2) such security may be securities shall have been sold without registration in compliance with Rule 144 under the 1933 Actunder, or (C) a letter shall have been issued to another exemption from the Holder at its request by the staff of registration requirements of, the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are requiredAct. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of Shares a share of Common Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such Shares shares of Common Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. (i) In no event will the Holder make a disposition of any of its rights to acquire Shares under this Warrant and/or of any of the Shares Preferred Stock or Preferred Stock issuable upon exercise of any such rights unless and until (Ai) it shall have notified the Company of the proposed disposition, and (Bii) if requested by the CompanyCompany and as limited by the provisions set forth in Section 4.3 hereof, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (1A) appropriate action necessary for compliance with the 1933 Act has been taken, or (2B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, and (C) if the disposition involves restrictions imposed upon the sale transferability of any of its rights to acquire Preferred Stock or Preferred Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such Shares issuable upon exercise of such rightsnominee to its beneficial owner, it shall have offered to the Company, pursuant to Section 7(f) hereunder, such rights to acquire Shares or Shares issuable and upon exercise of such rights, as the case may be. (ii) The restrictions imposed under this Section 7(e) shall terminate as to any particular share of the Shares Preferred Stock when (A1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (B2) such security may be shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (C3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of Shares a share of Preferred Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such Shares shares of Preferred Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. (i) In no event will the Holder make a disposition of any of its rights to acquire Shares under this Warrant and/or of any of the Shares issuable upon exercise of any such rights unless and until (A) it shall have notified the Company of the proposed disposition, (B) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (1) appropriate action necessary for compliance with the 1933 Act has been taken, or (2) an exemption from the registration requirements of the 1933 Act is available, and (C) if the disposition involves the sale of such rights or such Shares issuable upon exercise of such rights, it shall have offered to the Company, pursuant to Section 7(f) hereunder, such rights to acquire Shares or Shares issuable and upon exercise of such rights, as the case may be. (ii) The restrictions imposed under this Section 7(e) shall terminate as to any of the Shares when (A) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (B) such security may be sold without registration in compliance with Rule 144 under the 1933 Act, or (C) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 the1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of Shares then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such Shares not bearing any restrictive legend.

Disposition of Holder’s Rights. (i) In no event will the Holder make a disposition of any of its rights to acquire Shares under this the Class A Warrant and/or of any of or the Warrant Shares issuable upon exercise of any such rights the Class A Warrant unless and until (Ai) it shall have notified the Company of the proposed disposition, and (Bii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (1A) appropriate action necessary for compliance with the 1933 Act has been taken, or (2B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, and (C) if the disposition involves restrictions imposed upon the sale transferability of any of its rights to acquire Common Stock issuable on the exercise of such rights or such Shares issuable upon exercise of such rights, it shall have offered to the Company, pursuant to Section 7(f) hereunder, such rights to acquire Shares or Shares issuable and upon exercise of such rights, as the case may be. (ii) The restrictions imposed under this Section 7(e) shall terminate as to any particular share of the Shares stock when (A1) such security shall have been effectively registered under the 1933 Act and sold by the holder Holder thereof in accordance with such registration or (B2) such security may be shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (C3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of Shares a share of stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holderHolder, one or more new certificates for the Class A Warrant or for such Shares shares of stock not bearing any restrictive legend.

Disposition of Holder’s Rights. (i) In no event will the Holder make a disposition of any of its rights to acquire Shares under this Warrant and/or the shares of any of the Shares Common Stock issuable upon exercise of any such rights unless and until this Warrant except (Ai) it shall have notified pursuant to a registration under the Company of the proposed disposition, (B) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (1) appropriate action necessary for compliance with the 1933 Act has been takenSecurities Act, or (2ii) an in compliance with Rule 144 under, or in compliance with another exemption from the registration requirements of, the Securities Act. In connection with any disposition of any shares in compliance with Rule 144 or any other exemption from the registration requirements of the 1933 Securities Act, the Holder shall furnish the Company with representation letters and an opinion of counsel, each reasonably satisfactory in form and substance to the Company and its counsel, to the effect that such exemption from the registration requirements of the Securities Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any the shares of Common Stock issuable upon the exercise of this Warrant do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and (C) if the disposition involves the sale of such rights or such Shares issuable upon exercise of such rights, it shall have offered to the Company, pursuant to Section 7(f) hereunder, such rights to acquire Shares or Shares issuable and upon exercise of such rights, as the case may be. (ii) The restrictions imposed under this Section 7(e) shall terminate as to any particular share of the Shares Common Stock when (A1) such security securities shall have been effectively registered under the 1933 Securities Act and sold by the holder thereof in accordance with such registration or (B2) such security may be securities shall have been sold without registration in compliance with Rule 144 under the 1933 Actunder, or (C) a letter shall have been issued to another exemption from the Holder at its request by the staff of registration requirements of, the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are requiredAct. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of Shares a share of Common Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, Company one or more new certificates for the Warrant or for such Shares shares of Common Stock not bearing any restrictive legend.